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Terms of service

General Terms and Conditions (AGB)

Terms of FRADECO GmbH Steuerberatungsgesellschaft for the Vaytax services.

Last updated: August 2026
Unofficial translation. The German text (language toggle above) is the binding version.

of FRADECO GmbH Steuerberatungsgesellschaft, in force as of August 2026

Part A holds the General Terms and Conditions for tax advisors and tax advisory professional practice companies (edition: August 2026), which every engagement letter incorporates as its annex. Part B holds the supplementary terms for the services engaged through Vaytax. Part A as a PDF (German with the English translation).

Part A: General Terms and Conditions for Tax Advisors and Tax-Advisory Professional Practice Companies

In force as of: August 2026 (unofficial translation)

These General Terms and Conditions apply to agreements between tax advisors and tax-advisory professional practice companies (hereinafter referred to as the "Tax Advisor") and their clients, unless otherwise expressly agreed in text form or mandatorily required by law.

1. Scope and Performance of the Engagement

(1) The scope of the services to be rendered by the Tax Advisor is determined by the engagement given. The engagement is carried out in accordance with the principles of proper professional practice, observing the relevant professional-law standards and professional duties (StBerG, BOStB).

(2) Consideration of foreign law requires an express agreement in text form.

(3) If the legal situation changes after a matter has been finally concluded, the Tax Advisor is not obliged to draw the client's attention to the change or the consequences resulting from it.

(4) Examining the accuracy, completeness and regularity of the documents and figures handed over to the Tax Advisor, in particular bookkeeping and financial statements, is only part of the engagement if this has been agreed in text form. The Tax Advisor will treat the information provided by the client, in particular figures, as correct. Insofar as he identifies obvious inaccuracies, he will point them out to the client.

(5) The engagement does not constitute a power of attorney for representation before authorities, courts and other bodies. This must be granted separately. If, due to the client's absence, it is not possible to coordinate with the client on the filing of remedies or appeals, the Tax Advisor is entitled, in case of doubt, to take actions necessary to preserve deadlines.

2. Duty of Confidentiality

(1) The Tax Advisor is obliged by law to maintain silence regarding all facts that come to his knowledge in connection with the performance of the engagement, unless the client releases him from this obligation. The duty of confidentiality continues to exist after the termination of the contractual relationship. The duty of confidentiality applies to the same extent to the Tax Advisor's employees.

(2) The duty of confidentiality does not apply insofar as disclosure is necessary to safeguard the Tax Advisor's legitimate interests. The Tax Advisor is also released from the duty of confidentiality insofar as he is obliged to provide information and cooperate under the terms of his professional indemnity insurance.

(3) Statutory rights to refuse information or testimony under, inter alia, § 102 AO, § 53 StPO, § 383 ZPO remain unaffected.

(4) The Tax Advisor is released from the duty of confidentiality insofar as this is required for the appointment of a general representative (§ 69 StBerG) or for the performance of a certification audit at the Tax Advisor's firm, provided that the persons involved have themselves been instructed on their own duty of confidentiality. The client agrees that the general representative or the certifier/auditor may inspect the client file maintained and kept by the Tax Advisor.

3. Involvement of Third Parties

The Tax Advisor is entitled to engage employees and, subject to the conditions of § 62a StBerG, also external service providers (in particular data-processing companies) to carry out the engagement. The involvement of qualified third parties for the processing of the mandate (e.g. other tax advisors, auditors, lawyers) requires the consent and instruction of the client. The Tax Advisor is neither entitled nor obliged to engage such third parties without the client's instruction.

4. Electronic Communication, Data Protection

(1) The Tax Advisor is entitled to collect the client's personal data by automated means within the scope of the engagements given and to process it in an automated file, or to transfer it to a service data centre for further contracted data processing.

(2) The Tax Advisor is entitled, in fulfilment of his obligations under the GDPR and the Federal Data Protection Act, to appoint a data protection officer. Insofar as this data protection officer is not already subject to the duty of confidentiality under No. 2 para. 1 sentence 3, the Tax Advisor must ensure that the data protection officer undertakes, upon commencing his activity, to maintain data secrecy.

(3) The client is advised that the use of electronic means of communication (e-mail etc.) may involve risks to the confidentiality of the communication. The client consents to the use of electronic means of communication by the Tax Advisor. The client is obliged, as of 1 January 2025, to be able to receive and process electronic invoices (e-invoices) within the meaning of standard EN 16931. Insofar as the Tax Advisor transmits invoices to the client as an e-invoice, the client agrees to receive them in this format.

(4) The protection of personal data is of the utmost priority for the firm. This principle applies to the internet offering as well as to conventional services. Insofar as you provide personal data in the context of making contact or a client relationship, this data will only be used within the scope of the consent given by you and for the stated purpose. In addition, data within a contractual relationship will also be used for information purposes, e.g. for events, as well as for personal communication, e.g. for birthdays. Consent given may be revoked at any time. Personal data is only passed on to third parties if this is necessary for the performance of the contract.

(5) Personal data is deleted within a reasonable period after termination of the contract, subject to statutory retention periods. Information on the storage of your personal data is available free of charge on request.

(6) For the transmission of sensitive data, we use various secure channels such as DATEV Unternehmen Online, Steuerbüro Online, encrypted e-mail transmission or a password-protected SharePoint server.

5. Remedy of Defects

(1) In the event of any defects, the Tax Advisor must be given the opportunity to remedy them.

(2) Obvious inaccuracies (e.g. typing errors, calculation errors) may be corrected by the Tax Advisor at any time, including vis-à-vis third parties. Other defects may only be corrected by the Tax Advisor vis-à-vis third parties with the client's consent. Consent is not required if the Tax Advisor's legitimate interests outweigh those of the client.

6. Liability

(1) The liability of the Tax Advisor and his vicarious agents for damage resulting from one, or, in the case of a uniform consequential loss, from several breaches of duty in connection with the performance of an engagement, is limited to €1,000,000.00 (in words: one million euros). This limitation of liability applies only to negligence. Liability for intent remains unaffected. Excluded from this limitation of liability are liability claims for damage arising from injury to life, body or health. The limitation of liability applies to the Tax Advisor's entire activity for the client, in particular also to any extension of the scope of the engagement; no renewed agreement on the limitation of liability is required in this respect. The limitation of liability also applies to third parties insofar as they fall within the scope of protection of the client relationship; § 334 BGB is expressly not excluded in this respect. Individually agreed limitations of liability take precedence over this provision but do not affect its validity, unless expressly agreed otherwise.

7. Client's Obligations; Failure to Cooperate and Default in Acceptance by the Client

(1) The client is obliged to cooperate to the extent necessary for the proper completion of the engagement. In particular, he must provide the Tax Advisor, without being requested to do so, with all documents necessary for the performance of the engagement, completely and in good time so that the Tax Advisor has a reasonable period for processing them. The same applies to informing the Tax Advisor of all transactions and circumstances that may be relevant to the performance of the engagement. The client is obliged to take note of all written and oral communications from the Tax Advisor and to consult with him in case of doubt.

(2) The client must refrain from anything that could impair the independence of the Tax Advisor or his vicarious agents.

(3) The client undertakes to pass on the Tax Advisor's work results only with his written consent, unless the consent to pass them on to a specific third party already follows from the content of the engagement.

(4) If the Tax Advisor uses data-processing programs on the client's premises, the client is obliged to comply with the Tax Advisor's instructions regarding the installation and use of the programs. Furthermore, the client is obliged to use the programs only to the extent prescribed by the Tax Advisor, and is only entitled to use them to that extent. The client may not distribute the programs. The Tax Advisor remains the holder of the rights of use. The client must refrain from anything that would impede the Tax Advisor's exercise of the rights of use to the programs.

(5) If the client fails to cooperate as required under No. 7 paras. 1 to 4 or otherwise, or if he defaults in accepting the service offered by the Tax Advisor, the Tax Advisor is entitled to terminate the contract without notice. This does not affect the Tax Advisor's claim to reimbursement of additional expenses incurred as a result of the client's default or failure to cooperate, and of any damage caused, even if the Tax Advisor does not make use of the right of termination.

8. Copyright Protection

The Tax Advisor's services constitute his intellectual property. They are protected by copyright. Passing on work results beyond the intended use is only permitted with the Tax Advisor's prior consent in text form.

9. Remuneration, Invoicing, Advance Payment and Set-Off

(1) The Tax Advisor's remuneration (fees and reimbursement of expenses) for his professional activity under § 33 StBerG is calculated in accordance with the fee regulation for tax advisors, authorised tax representatives and tax advisory companies (StBVV), unless a separate remuneration agreement deviating therefrom has been concluded (e.g. higher/lower remuneration, flat fee). In extrajudicial matters, a fee lower or higher than the statutory remuneration may be agreed in text form if this is reasonably proportionate to the Tax Advisor's performance, responsibility and liability risk.

(2) The client agrees to invoicing by the Tax Advisor in text form.

(3) For activities not covered by the StBVV (e.g. § 57 para. 3 nos. 2 and 3 StBerG), the agreed remuneration applies; failing that, the statutory remuneration provided for that activity; otherwise, the customary remuneration (§§ 612 para. 2 and 632 para. 2 BGB).

(4) Set-off against a remuneration claim of the Tax Advisor is only permissible with undisputed or legally established claims. Any claims of the client for repayment of remuneration paid become time-barred 18 months after receipt of the invoice by the client. Claims for damages by the client, with the exception of those arising from injury to life, body or health, become time-barred within 18 months of the client's knowledge or grossly negligent lack of knowledge of the claims, but at the latest five years after the claim arose. Whichever period ends first shall apply.

(5) The Tax Advisor may demand an advance payment for fees and expenses already incurred and those expected to be incurred. If the advance payment demanded is not paid, the Tax Advisor may, after prior notice, suspend his further activity for the client until the advance payment is received. The Tax Advisor is obliged to notify the client of his intention to suspend his activity in good time if the client may suffer disadvantages as a result of the suspension of activity. The Tax Advisor may set off advance payments against all claims due under the engagement relationship, irrespective of the activity for which the advance payment was requested.

(6) The client is in default if he does not make payment within 14 days of the invoice date.

(7) The Tax Advisor may not assign or transfer fee claims to external third parties (e.g. debt collection agencies) without the client's express written consent; an assignment or transfer to a person or association authorised to provide unlimited assistance in tax matters is permissible even without the client's consent (§ 64 para. 2 sentence 1 StBerG).

10. Termination of the Contract

(1) The contract ends upon fulfilment of the agreed services, upon expiry of the agreed term, or upon termination. The contract does not end upon the death or the occurrence of legal incapacity of the client, or, in the case of a company, upon its dissolution.

(2) The contract may, insofar and to the extent that it constitutes a service contract within the meaning of §§ 611, 675 BGB, be terminated for good cause by either contracting party, unless it is a service relationship with fixed remuneration under § 627 para. 1 BGB; termination must be in text form. Insofar as deviation from this is intended in an individual case, an agreement between the Tax Advisor and the client is required.

(3) Upon termination of the contract, the client must immediately return to the Tax Advisor, or delete, the data-processing programs used at the client's premises for the performance of the engagement, including any copies made, as well as other program documentation.

(4) After termination of the engagement relationship, documents must be collected from the Tax Advisor.

(5) If the engagement ends before it has been fully performed, the Tax Advisor's claim to remuneration is governed by statutory provisions, in particular § 12 para. 4 StBVV. Insofar as deviation from this is intended in an individual case, a separate agreement in text form is required.

11. Right of Retention Regarding Work Results and Documents

(1) The Tax Advisor may make and retain copies or photocopies of documents that he returns to the client, or do so by way of electronic data processing.

(2) The Tax Advisor may refuse to hand over documents until he has been satisfied in respect of his fees and expenses (§ 66 para. 3 StBerG). With regard to work results, a contractual right of retention is deemed agreed.

12. Place of Jurisdiction, Place of Performance, VSBG Information

(1) German law exclusively applies to the engagement, its performance and any claims arising therefrom. If the client is a merchant, a legal entity under public law, or a special fund under public law, the place of performance and jurisdiction is the Tax Advisor's place of professional establishment. This also applies if the client relocates his domicile or habitual residence abroad after the engagement has been placed, or if the domicile or habitual residence is unknown at the time the action is brought.

(2) The Tax Advisor is not willing to participate in dispute resolution proceedings before a consumer arbitration body (§§ 36, 37 VSBG).

13. Validity in the Event of Partial Invalidity

Should individual provisions of these Terms and Conditions be or become invalid, the validity of the remaining provisions shall not be affected thereby.

Part B: Supplementary terms for the Vaytax services

The following terms apply in addition to Part A to the services of FRADECO GmbH Steuerberatungsgesellschaft engaged through Vaytax. They supplement Sections 9 and 10 of Part A; the individual client's Engagement and Fee Agreement takes precedence.

9a. Corrected preliminary VAT returns

The monthly flat fee includes up to two (2) corrected preliminary VAT returns (§ 153 AO) per calendar year. For each additional correction caused by the client, the Tax Advisor charges an additional fee of EUR 99 net per corrected return.

What counts is the date of submission of the correction to the competent tax office. The counter resets at the start of each calendar year. Corrections demonstrably caused by the Tax Advisor’s own error do not count toward the limit.

Corrections of the annual VAT return (Jahreserklärung) are excluded from this rule and will be agreed separately.

9b. Retroactive preliminary VAT returns

Retroactive preliminary VAT returns (i.e. returns for reporting periods that precede the First Reporting Period agreed in the Engagement Letter) are not covered by the monthly flat fee. They will be prepared by the Tax Advisor only on separate engagement, at a one-time fee of EUR 99 net per reporting period.

The engagement can be placed at the time of signup (charged immediately via the online payment function) or at a later point (via separate invoice). A maximum of 48 retroactive reporting periods per client may be engaged under this clause (4-year assessment period under § 169 AO).

Where the client cannot finally determine at signup from which reporting period a VAT liability applies (in particular because the Finanzamt has not yet issued the Steuernummer), the client may defer backfile invoicing on the online form. Once the Tax Advisor learns the relevant start of VAT liability from the Finanzamt’s notice, the corresponding number of retroactive returns will be invoiced separately within 30 days. The client already consents to this post-confirmation engagement at the time of contract conclusion.

All Verspätungszuschläge (late-filing surcharges, § 152 AO), Säumniszuschläge (late-payment surcharges, § 240 AO), interest, and other ancillary tax charges imposed by the Finanzamt in connection with returns filed past their statutory deadline are borne exclusively by the client and are not included in the fee under this clause.

Fees paid in advance under this clause are non-refundable once the corresponding return has been filed with the Finanzamt. Pre-filing cancellations are handled in coordination with the Tax Advisor.

The registration service included in the Annual All-In package comprises the preparation and submission of the tax registration questionnaire (Fragebogen zur steuerlichen Erfassung) and the correspondence with the Finanzamt up to the decision on issuing the tax number (Steuernummer). The remuneration attributable to it is earned upon proper preparation and submission. If the Finanzamt does not issue the tax number, or issues it only with delay, for reasons not attributable to the Tax Advisor (in particular requests for evidence, on-site inspections, or refusals by the Finanzamt), the remuneration claim remains unaffected and no refund is made in that respect. If the non-issuance is due to a circumstance attributable to the Tax Advisor, the statutory rules apply.

9c. One-Stop-Shop (OSS)

Participation in the One-Stop-Shop scheme (Union scheme under § 18j UStG) is a separately engaged service and is not covered by the VAT flat fee of the German engagement. It comprises the client’s registration for the OSS scheme with the Federal Central Tax Office (BZSt) via the BZSt online portal (BOP) and the preparation and submission of the quarterly OSS returns. The Tax Advisor acts as the client’s authorised representative on the basis of a separately granted power of attorney; the client does not need his own BOP registration for this.

The fee for the OSS registration is a one-time EUR 300 net. For each quarterly OSS return the Tax Advisor charges EUR 200 net. An OSS return is due for every calendar quarter in which a registration exists, even if no reportable turnover has arisen (nil return).

Should an already-submitted return be rejected by the BZSt because of incomplete, incorrect, or client-supplied erroneous data and require re-submission, the submission of the return for the same period is charged again at EUR 150.00.

The VAT owed under the OSS scheme is paid by the client directly, by transfer to the competent Bundeskasse under the payment reference (Kassenzeichen) notified by the Tax Advisor. All late-filing surcharges, late-payment surcharges, interest, or other ancillary charges imposed by the BZSt or by the Member States of consumption are borne exclusively by the client and are not included in the fee under this clause.

Fees paid in advance under this clause are non-refundable once the registration has been transmitted to the BZSt, or once the respective OSS return has been filed. Pre-filing cancellations are handled in coordination with the Tax Advisor. If the BZSt does not issue or process the registration or return, or does so only with delay, for reasons not attributable to the Tax Advisor, the remuneration claim remains unaffected.

9d. Standalone VAT registration (no ongoing engagement)

The standalone VAT registration is a separately engaged service. It comprises the preparation and submission of the tax registration questionnaire (Fragebogen zur steuerlichen Erfassung) and the correspondence with the Finanzamt up to the decision on issuing the tax number (Steuernummer). Ongoing preliminary VAT returns, annual returns, and other continuing services are not included.

The fee is a one-time EUR 599 net plus VAT where applicable, payable in advance. It is earned upon proper preparation and submission of the registration. If the Finanzamt does not issue the tax number, or issues it only with delay, for reasons not attributable to the Tax Advisor, the remuneration claim remains unaffected and no refund is made in that respect.

The engagement ends upon issuance of the tax number, without notice of termination being required. The power of attorney granted to the Tax Advisor is then revoked vis-à-vis the Finanzamt. Official mail received by the Tax Advisor before the revocation takes effect is forwarded to the client. After the engagement ends, the fulfilment of all tax obligations, in particular the filing of preliminary VAT returns as they fall due, rests solely with the client; a later engagement of the Tax Advisor for ongoing returns remains possible.

10a. Contract term for the Annual All-In package

Where the Annual All-In package (the annual package with included VAT registration) is engaged, the minimum contract term is twelve (12) months from conclusion of the contract. The contract renews for further twelve-month periods unless terminated in text form with one month’s notice to the end of the respective term (termination to year-end). The right to terminate for good cause (§ 626 BGB) and the client’s right of termination under § 627 BGB remain unaffected. In the event of termination under § 627 BGB, the Tax Advisor is entitled to remuneration pursuant to § 628 BGB for the services rendered up to termination; the registration service already rendered counts as a substantial part-service rendered in advance.